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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/09/21 Tencent Music Entertainment Group 20-F 12/31/20 200:20M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 1.93M
Non-Canadian Issuer
3: EX-4.10 Instrument Defining the Rights of Security Holders HTML 107K
4: EX-4.11 Instrument Defining the Rights of Security Holders HTML 54K
5: EX-4.12 Instrument Defining the Rights of Security Holders HTML 85K
6: EX-4.13 Instrument Defining the Rights of Security Holders HTML 54K
7: EX-4.14 Instrument Defining the Rights of Security Holders HTML 54K
8: EX-4.16 Instrument Defining the Rights of Security Holders HTML 138K
9: EX-4.17 Instrument Defining the Rights of Security Holders HTML 141K
10: EX-4.19 Instrument Defining the Rights of Security Holders HTML 110K
11: EX-4.22 Instrument Defining the Rights of Security Holders HTML 54K
12: EX-4.23 Instrument Defining the Rights of Security Holders HTML 51K
13: EX-4.43 Instrument Defining the Rights of Security Holders HTML 100K
14: EX-4.44 Instrument Defining the Rights of Security Holders HTML 111K
15: EX-4.47 Instrument Defining the Rights of Security Holders HTML 85K
16: EX-4.48 Instrument Defining the Rights of Security Holders HTML 58K
17: EX-4.50 Instrument Defining the Rights of Security Holders HTML 52K
18: EX-4.51 Instrument Defining the Rights of Security Holders HTML 90K
19: EX-4.52 Instrument Defining the Rights of Security Holders HTML 112K
20: EX-4.53 Instrument Defining the Rights of Security Holders HTML 104K
21: EX-4.54 Instrument Defining the Rights of Security Holders HTML 229K
22: EX-4.55 Instrument Defining the Rights of Security Holders HTML 72K
23: EX-4.56 Instrument Defining the Rights of Security Holders HTML 90K
24: EX-4.57 Instrument Defining the Rights of Security Holders HTML 118K
25: EX-4.58 Instrument Defining the Rights of Security Holders HTML 106K
26: EX-4.59 Instrument Defining the Rights of Security Holders HTML 266K
27: EX-4.60 Instrument Defining the Rights of Security Holders HTML 79K
28: EX-4.61 Instrument Defining the Rights of Security Holders HTML 90K
29: EX-4.62 Instrument Defining the Rights of Security Holders HTML 118K
30: EX-4.63 Instrument Defining the Rights of Security Holders HTML 110K
31: EX-4.64 Instrument Defining the Rights of Security Holders HTML 267K
32: EX-4.65 Instrument Defining the Rights of Security Holders HTML 79K
33: EX-4.66 Instrument Defining the Rights of Security Holders HTML 89K
34: EX-4.67 Instrument Defining the Rights of Security Holders HTML 112K
35: EX-4.68 Instrument Defining the Rights of Security Holders HTML 103K
36: EX-4.69 Instrument Defining the Rights of Security Holders HTML 122K
37: EX-4.70 Instrument Defining the Rights of Security Holders HTML 60K
2: EX-4.9 Instrument Defining the Rights of Security Holders HTML 100K
38: EX-8.1 Opinion of Counsel re: Tax Matters HTML 51K
41: EX-13.1 Annual or Quarterly Report to Security Holders HTML 51K
42: EX-13.2 Annual or Quarterly Report to Security Holders HTML 51K
39: EX-12.1 Statement re: the Computation of Ratios HTML 56K
40: EX-12.2 Statement re: the Computation of Ratios HTML 56K
43: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 50K
44: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 52K
45: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 50K
52: R1 Cover Page HTML 121K
53: R2 Consolidated Income Statements HTML 116K
54: R3 Consolidated Statements of Comprehensive Income HTML 80K
55: R4 Consolidated Balance Sheets HTML 162K
56: R5 Consolidated Statements of Changes in Equity HTML 133K
57: R6 Consolidated Statements of Cash Flows HTML 144K
58: R7 General information, organization and basis of HTML 137K
preparation
59: R8 Summary of Significant Accounting Policies HTML 257K
60: R9 Financial Risk Management HTML 93K
61: R10 Critical accounting estimates and judgments HTML 66K
62: R11 Revenue HTML 54K
63: R12 Interest Income HTML 54K
64: R13 Other (losses)/gains, net HTML 69K
65: R14 Expense by nature HTML 82K
66: R15 Finance cost HTML 67K
67: R16 Taxation HTML 188K
68: R17 Earnings per share HTML 78K
69: R18 Property Plant And Equipment HTML 128K
70: R19 Right-of-Use Assets HTML 72K
71: R20 Intangible Assets HTML 160K
72: R21 Goodwill HTML 63K
73: R22 Investments accounted for using equity method HTML 90K
74: R23 Financial Assets at Fair Value HTML 79K
75: R24 Prepayments deposits and other assets HTML 70K
76: R25 Accounts receivable HTML 74K
77: R26 Term deposits and cash and cash equivalents HTML 63K
78: R27 Share capital HTML 141K
79: R28 Other Reserves HTML 126K
80: R29 Share Based Compensation HTML 293K
81: R30 Notes payable HTML 73K
82: R31 Other Payables and Other Liabilities HTML 85K
83: R32 Deferred revenue HTML 63K
84: R33 Business Combination HTML 70K
85: R34 Cash flow information HTML 97K
86: R35 Financial instruments by category HTML 106K
87: R36 Commitments HTML 70K
88: R37 Related Party Transactions HTML 108K
89: R38 Contingent liabilities HTML 58K
90: R39 Events occurring after the reporting period HTML 61K
91: R40 Approval of these consolidated financial HTML 54K
statements
92: R41 Summary of Significant Accounting Policies HTML 317K
(Policies)
93: R42 General information, organization and basis of HTML 105K
preparation (Tables)
94: R43 Summary of Significant Accounting Policies HTML 64K
(Tables)
95: R44 Financial Risk Management (Tables) HTML 63K
96: R45 Other (Losses)/Gains, Net (Tables) HTML 67K
97: R46 Expense by nature (Tables) HTML 80K
98: R47 Finance cost (Tables) HTML 66K
99: R48 Taxation (Tables) HTML 190K
100: R49 Earnings per share (Tables) HTML 73K
101: R50 Property Plant And Equipment (Tables) HTML 129K
102: R51 Right-of-Use Assets (Tables) HTML 69K
103: R52 Intangible Assets (Tables) HTML 161K
104: R53 Goodwill (Tables) HTML 59K
105: R54 Investments accounted for using equity method HTML 93K
(Tables)
106: R55 Financial Assets at Fair Value (Tables) HTML 78K
107: R56 Prepayments deposits and other assets (Tables) HTML 69K
108: R57 Accounts receivable (Tables) HTML 75K
109: R58 Term deposits and cash and cash equivalents HTML 59K
(Tables)
110: R59 Share capital (Tables) HTML 139K
111: R60 Other Reserves (Tables) HTML 125K
112: R61 Share Based Compensation (Tables) HTML 292K
113: R62 Notes payable (Tables) HTML 73K
114: R63 Other Payables and Other Liabilities (Tables) HTML 84K
115: R64 Deferred revenue (Tables) HTML 59K
116: R65 Business Combination (Tables) HTML 67K
117: R66 Cash flow information (Tables) HTML 96K
118: R67 Financial instruments by category (Tables) HTML 105K
119: R68 Commitments (Tables) HTML 67K
120: R69 Related Party Transactions (Tables) HTML 109K
121: R70 General Information, Organization and Basis of HTML 90K
Preparation - Summary of Significant Subsidiaries,
VIEs, and Subsidiaries of VIEs (Details)
122: R71 General Information, Organization and Basis of HTML 54K
Preparation - Additional Information (Details)
123: R72 General Information, Organization and Basis of HTML 101K
Preparation - Summary of Condensed Separate
Financial Statements (Details)
124: R73 Summary of Significant Accounting Policies - HTML 72K
Additional Information (Details)
125: R74 Summary of Significant Accounting Policies - HTML 64K
Summary of Estimated Useful Lives of Property,
Plant and Equipment (Detail)
126: R75 Summary of Significant Accounting Policies - HTML 70K
Summary of Estimated Useful Lives of Acquired
Intangible Assets (Detail)
127: R76 Financial Risk Management - Additional Information HTML 109K
(Details)
128: R77 Financial Risk Management - Summary of Movements HTML 59K
in Contingent Consideration Resulted from Business
Combination Movements at Fair Value Using Level 3
Measurements (Detail)
129: R78 Revenue - Additional Information (Details) HTML 53K
130: R79 Other (losses)/gains, net - Summary of Other HTML 68K
(Losses)/Gains, Net (Details)
131: R80 Expense by nature - Summary of Expense By Nature HTML 59K
(Details)
132: R81 Expense by nature - Summary of Expense By Nature HTML 55K
(Parenthetical) (Details)
133: R82 Expense by Nature - Summary of Employee Benefits HTML 62K
Expenses (Details)
134: R83 Finance cost (Details) HTML 56K
135: R84 Taxation - Additional Information (Details) HTML 83K
136: R85 Taxation - Summary of Income Tax Expenses HTML 59K
(Details)
137: R86 Taxation - Summary of Reconciliation of Income Tax HTML 80K
(Details)
138: R87 Taxation - Summary of Reconciliation of Income Tax HTML 53K
(Parenthetical) (Details)
139: R88 Taxation - Summary of Amount and Per Share Effect HTML 57K
of Tax Holiday (Details)
140: R89 Taxation - Summary of Profit Before Tax (Details) HTML 58K
141: R90 Taxation - Summary of Deferred Tax Assets and HTML 78K
Deferred Tax Liabilities (Details)
142: R91 Taxation - Summary of Recovery of Deferred Income HTML 64K
Tax (Details)
143: R92 Taxation - Summary of Movements of Deferred Income HTML 74K
Tax Assets (Details)
144: R93 Taxation - Summary of Movements of Deferred Income HTML 64K
Tax Liabilities (Details)
145: R94 Earnings per share - Summary of Computation of HTML 73K
Basic and Diluted Net Income Per Share (Details)
146: R95 Property Plant and Equipment - Summary of Property HTML 91K
Plant and Equipment (Details)
147: R96 Property Plant and Equipment - Summary of HTML 61K
Depreciation Charged to Consolidated Income
Statements (Details)
148: R97 Right-of -Use Assets - Schedule of Carrying HTML 66K
Amounts of Right-of-Use Assets (Details)
149: R98 Right-of -Use Assets - Additional Information HTML 63K
(Details)
150: R99 Intangible Assets - Summary of Intangible Assets HTML 97K
(Details)
151: R100 Intangible Assets - Summary of Amortization of HTML 60K
Intangible Assets Allocated (Details)
152: R101 Goodwill - Summary of Goodwill (Details) HTML 56K
153: R102 Goodwill - Additional Information (Details) HTML 63K
154: R103 Investments Accounted for Using Equity Method - HTML 59K
Summary of Investments Accounted for Using Equity
Method (Detail)
155: R104 Investments Accounted for Using Equity Method - HTML 59K
Summary of Share of Profits/(Losses) of
Investments Accounted for Using Equity Method
(Detail)
156: R105 Investments Accounted for Using Equity Method - HTML 77K
Summary of Movement of Investments in Associates
and Joint Ventures (Details)
157: R106 Investments Accounted for Using Equity Method - HTML 59K
Summary of Movement of Investments in Associates
and Joint Ventures (Parenthetical) (Details)
158: R107 Financial Assets at Fair Value - Additional HTML 59K
Information (Details)
159: R108 Financial Assets at Fair Value - Summary of HTML 65K
Financial Assets at Fair Value Through Other
Comprehensive Income (Details)
160: R109 Financial Assets at Fair Value - Summary of HTML 64K
Movement of Other Investment (Details)
161: R110 Prepayments, deposits and other - Summary of HTML 70K
Prepayments, deposits and other assets (Detail)
162: R111 Accounts Receivables - Summary of Accounts HTML 66K
Receivable and Ageing Analysis (Details)
163: R112 Accounts Receivable - Summary of Loss Allowances HTML 58K
for Accounts Receivable (Details)
164: R113 Term Deposits And Cash And Cash Equivalents - HTML 58K
Schedule of Cash and Cash Equivalents (Details)
165: R114 Share Capital - Schedule of Classes of Share HTML 97K
Capital (Details)
166: R115 Share Capital - Schedule of Classes of Share HTML 55K
Capital (Parenthetical) (Details)
167: R116 Share Capital - Schedule Analysis of Issued Shares HTML 63K
(Details)
168: R117 Share Capital - Additional Information (Detail) HTML 106K
169: R118 Schedule of Other Reserve (Details) HTML 100K
170: R119 Share Based Compensation - Additional Information HTML 106K
(Details)
171: R120 Share Based Compensation - Schedule of Number, HTML 146K
weighted Average Exercise Prices and
Weighted-average Grant Date Fair Value of Share
Options (Details)
172: R121 Share Based Compensation - Schedule of Share HTML 162K
Options Outstanding (Details)
173: R122 Share Based Compensation - Schedule of Movements HTML 74K
in the number of RSUs and Awarded Shares (Details)
174: R123 Share Based Compensation - Summary of Assumptions HTML 69K
Used to Determine Fair value of Share Options
(Details)
175: R124 Notes payable - Summary of Note Payable (Detail) HTML 55K
176: R125 Notes payable - Additional Information (Detail) HTML 59K
177: R126 Notes payable - Summary of unsecured senior notes HTML 65K
(Detail)
178: R127 Other Payables and Other Liabilities - Summary of HTML 78K
Other Payables and Other Liabilities (Details)
179: R128 Other Payables and Other Liabilities - Summary of HTML 55K
Other Payables and Other Liabilities
(Parenthetical) (Details)
180: R129 Deferred Revenue - Summary of Contract Liabilities HTML 57K
(Details)
181: R130 Deferred Revenue - Additional Information HTML 58K
(Details)
182: R131 Business Combination - Additional Information HTML 59K
(Details)
183: R132 Business Combination - Summary of Amount of HTML 83K
Identified Assets Acquired and Liabilities Assumed
(Details)
184: R133 Cash Flow Information - Summary of Cash Generated HTML 97K
from Operations (Details)
185: R134 Cash Flow Information - Summary of Non-cash HTML 57K
Investing and Financing Activities (Details)
186: R135 Financial Instruments by Category - Summary of HTML 97K
Financial Instruments by Category (Details)
187: R136 Financial Instruments by Category - Additional HTML 54K
Information (Details)
188: R137 Commitments - Summary of Future Minimum HTML 58K
Commitments for Non Cancellable Operating
Commitments (Details)
189: R138 Commitments - Summary of Minimum Royalty Payments HTML 57K
Under Licensing Agreement (Details)
190: R139 Commitments - Additional Information (Details) HTML 52K
191: R140 Related Party Transactions - Summary of Major HTML 57K
Related Parties and Relationships with the Group
(Details)
192: R141 Related Party Transactions - Summary of HTML 73K
Significant Related Party Transaction (Details)
193: R142 Related Party Transactions - Summary of Balances HTML 64K
with Related Parties (Details)
194: R143 Related Party Transactions - Summary of Key HTML 59K
Management Personnel Compensation (Details)
195: R144 Related party transactions - Additional HTML 61K
Information (Detail)
196: R145 Contingent Liabilities - Additional Information HTML 52K
(Details)
197: R146 Events Occurring after the Reporting Period - HTML 78K
Additional Information (Details)
199: XML IDEA XML File -- Filing Summary XML 318K
198: EXCEL IDEA Workbook of Financial Reports XLSX 216K
46: EX-101.INS XBRL Instance -- tme-20201231 XML 5.67M
48: EX-101.CAL XBRL Calculations -- tme-20201231_cal XML 255K
49: EX-101.DEF XBRL Definitions -- tme-20201231_def XML 1.18M
50: EX-101.LAB XBRL Labels -- tme-20201231_lab XML 2.25M
51: EX-101.PRE XBRL Presentations -- tme-20201231_pre XML 1.73M
47: EX-101.SCH XBRL Schema -- tme-20201231 XSD 476K
200: ZIP XBRL Zipped Folder -- 0001193125-21-111096-xbrl Zip 366K
| EX-4.61 |
Exhibit 4.61
Exclusive Business Cooperation Agreement
This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into by and between the following parties on July 14, 2020 in Beijing, the People’s Republic of China (“China” or the “PRC”).
| Party A: | Tencent Music (Beijing) Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at Room 303, 3rd Floor of 101, -2nd to 8th Floor, No.7 Building, East Tianchen Road, Chaoyang District, Beijing; | |
| Party B: | Beijing Yuzhong Entertainment Culture Partnership (Limited Partnership), a limited partnership, organized and existing under the laws of the PRC, with its address at Room 0124, 4th Floor, Block A, Building 24, No. 68 Beiqing Road, Haidian District, Beijing. | |
Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.
Whereas,
| 1. | Party A is a wholly foreign owned enterprise established in China, which has necessary resources to provide computer software technology development, technical training, copyright agency services and organization of cultural and artistic exchange activities; |
| 2. | Party B is a limited partnership established in China with exclusively domestic capital and is permitted to engage in “organization of cultural and artistic exchange activities (excluding commercial performance); business management; business management consulting; business planning; market research; copyright transfer; copyright agency; design, production, agency and release of advertisements; technology development, technology services, technology consultation and technology transfer. (Market players shall, according to the law, independently select business projects and carry out business activities; projects subject to approval in accordance with laws must be licensed before operating; shall not carry out business activities involving projects prohibited or restricted by the industrial policies of the State or Beijing Municipality.)”. The businesses conducted by Party B currently and any time during the term of this Agreement are collectively referred to as the “Main Business”; |
| 3. | Party A is willing to provide Party B with information consulting services and other services in relation to the Main Business during the term of this Agreement, utilizing its advantages in human resources and information. Party B is willing to accept such services provided by Party A or Party A’s designee(s), each on the terms set forth herein. |
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Now, therefore, through mutual discussion, the Parties have reached the following agreements:
| 1. | Services Provided by Party A |
| 1.1 | Party B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with comprehensive information consulting services and other services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, including but not limited to the follows: |
| (1) | Licensing Party B to use any software (if any) legally owned by Party A and providing software maintenance and updating services for Party B; |
| (2) | Technical support and training for employees of Party B; |
| (3) | Providing services in related to consultancy, collection and research of project investment for Party B (excluding market research business that wholly foreign-owned enterprises are prohibited from conducting under PRC laws); |
| (4) | Providing consultation services in economic information, business information, technology information, and business management consultation for Party B; |
| (5) | Providing marketing and promotion and corporate image planning services for Party B; |
| (6) | Leasing of equipment or properties; and |
| (7) | Other services requested by Party B from time to time to the extent permitted under PRC law. |
| 1.2 | Party B agrees to accept such services provided by Party A. Party B further agrees that unless with Party A’s prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may designate other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with relevant services as set forth in this Agreement. |
| 1.3 | Ways of Service Provision |
| 1.3.1 | Party A and Party B agree that during the term of this Agreement, as applicable, Party B may enter into further service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific services. |
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| 1.3.2 | To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, as applicable, Party B may, at any time, enter into equipment or property lease agreement with Party A or any other party designated by Party A, which shall permit Party B to use Party A’s relevant equipment or property based on the needs of the business of Party B. |
| 1.3.3 | Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, to the extent permitted under PRC laws and at Party A’s sole discretion, any or all of the assets and business of Party B, at the minimum purchase price permitted by PRC laws. The Parties shall then enter into a separate assets or business transfer agreement, specifying the terms and conditions of the transfer of the assets. |
| 2. | Service Fees and Payment |
| 2.1 | The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows: |
| 2.1.1 | Party B shall pay service fee to Party A monthly. The service fee for each month shall consist of management fee and services provision fee, which shall be determined by the Parties through negotiation in consideration of: |
| (1) | complexity and difficulty of the services provided by Party A; |
| (2) | title of and time consumed by employees of Party A providing the services; |
| (3) | contents and business value of the services provided by Party A; |
| (4) | market price of the same type of services; |
| (5) | operation conditions of the Party B. |
| 2.1.2 | If Party A transfers technology to Party B or develops software or other technology as entrusted by Party B or leases equipment or properties to Party B, the technology transfer price, development fees or rental fees shall be determined by the Parties based on the actual situations. |
| 3. | Intellectual Property Rights and Confidentiality Clauses |
| 3.1 | Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. |
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| 3.2 | The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, partners and their representatives, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, partners and their representatives, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, partners and their representatives, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. |
| 4. | Representations and Warranties |
| 4.1 | Party A hereby represents, warrants and covenants as follows: |
| 4.1.1 | Party A is a wholly foreign owned enterprise legally established and validly existing in accordance with the laws of the PRC. Party A or the service providers designated by Party A will obtain all government permits and licenses for providing the service under this Agreement before providing such services. |
| 4.1.2 | Party A has taken all necessary corporate actions, obtained all necessary authorizations as well as all consents and approvals from third parties and government authorities (if required) for the execution, delivery and performance of this Agreement. Party A’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation. |
| 4.1.3 | This Agreement constitutes Party A’s legal, valid and binding obligations, and shall be enforceable against it in accordance with its terms. |
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| 4.2 | Party B hereby represents, warrants and covenants as follows: |
| 4.2.1 | Party B is a limited partnership legally established and validly existing in accordance with the laws of the PRC and has obtained and will maintain all permits and licenses for engaging in the Main Business. |
| 4.2.2 | Party B has taken all necessary partnership actions, obtained all necessary authorizations as well as all consents and approvals from its partners, third parties and government agencies (if required) for the execution, delivery and performance of this Agreement. Party B’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation or any provisions explicitly provided in the partnership agreement or any of its supplementary documents. |
| 4.2.3 | This Agreement constitutes Party B’s legal, valid and binding obligations, and shall be enforceable against it in accordance with its terms. |
| 5. | Term of Agreement |
| 5.1 | This Agreement shall become effective upon execution by the Parties. Unless terminated in accordance with the provisions of this Agreement or terminated in writing by Party A, this Agreement shall remain effective. |
| 5.2 | During the term of this Agreement, each Party shall renew its operation term in a timely manner prior to the expiration thereof so as to enable this Agreement to remain effective. This Agreement shall be terminated upon the expiration of the operation term of a Party if the application for renewal of its operation term is not approved by relevant government authorities. |
| 5.3 | The rights and obligations of the Parties under Sections 3, 6, 7 and this Section 5.3 shall survive the termination of this Agreement. |
| 6. | Governing Law and Disputes Resolution |
| 6.1 | The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of the PRC . |
| 6.2 | In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s written request to the other Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing, and the arbitration award shall be final and binding to all Parties. Each Party has the right to apply for enforcement of an arbitral award to a court of competent jurisdiction (including a Chinese court). |
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| 6.3 | To the extent permitted by PRC laws and where appropriate, the arbitration tribunal may grant any remedies in accordance with the provisions of this Agreement and applicable PRC laws, including preliminary and permanent injunctive relief (such as injunction against carrying out business activities, or mandating the transfer of assets), specific performance of contractual obligations, remedies concerning the share of property in the partnership or assets of Party B and awards directing Party B to conduct liquidation. |
| 6.4 | To the extent permitted by PRC laws, when awaiting the formation of the arbitration tribunal or otherwise under appropriate conditions, either Party may seek preliminary injunctive relief or other interlocutory remedies from a court with competent jurisdiction to facilitate the arbitration. Without violating the applicable governing laws, the Parties agree that the courts of Hong Kong, Cayman Islands, China and the place where the main assets of Party Aare located shall all be deemed to have competent jurisdiction. |
| 6.5 | Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. |
| 7. | Breach of Agreement and Indemnification |
| 7.1 | If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B to indemnify all damages. This Section 7.1 shall not prejudice any other rights of Party A herein. |
| 7.2 | Unless otherwise required by applicable laws, Party B shall not have any right to terminate this Agreement in any event. |
| 7.3 | Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A. |
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| 8. | Force Majeure |
| 8.1 | In the case of any force majeure events (“Force Majeure”) such as earthquake, typhoon, flood, fire, flu, war, strikes or any other events that cannot be predicted and are unpreventable and unavoidable by the affected Party, which directly causes the failure of either Party to perform or completely perform this Agreement, then the Party affected by such Force Majeure shall not take any responsibility for such failure, however it shall give the other Party written notices without any delay, and shall provide details of such event within 15 days after sending out such notice, explaining the reasons for such failure of, partial or delay of performance. |
| 8.2 | If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from the non-performance of its obligations hereunder. The Party so affected by the event of Force Majeure shall use reasonable efforts to minimize the consequences of such Force Majeure and to promptly resume performance hereunder whenever the causes of such excuse are cured. Should the Party so affected by the event of Force Majeure fail to resume performance hereunder when the causes of such excuse are cured, such Party shall be liable to the other Party. |
| 8.3 | In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable efforts to reduce the consequences of such Force Majeure. |
| 9. | Notices |
| 9.1 | All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows: |
| 9.1.1 | Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices. |
| 9.1.2 | Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). |
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| 9.2 | For the purpose of notices, the addresses of the Parties are as follows: |
| Party A: | Tencent Music (Beijng) Co., Ltd. | |
| Address: | 5th Floor, South District, Office Building, China National Convention Center, No. 7 Tianchen East Road, Chaoyang District, Beijing | |
| Attn: | TME Legal Management Department - Investment and M&A | |
| Email: | [ ] |
| Party B: | Beijing Yuzhong Entertainment Culture Partnership (Limited Partnership) | |
| Address: | 5th Floor, South District, Office Building, China National Convention Center, No. 7 Tianchen East Road, Chaoyang District, Beijing | |
| Attn: | TME Legal Management Department - Investment and M&A | |
| Email: | [ ] |
| 9.3 | Any Party may at any time change its address for notices by delivering notice to the other Party in accordance with the terms hereof. |
| 10. | Assignment |
| 10.1 | Without Party A’s prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party. |
| 10.2 | Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party and in case of such assignment, Party A is only required to give written notice to Party B and does not need any consent from Party B for such assignment. |
| 11. | Taxes and Fees |
All taxes and fees incurred by each Party as a result of the execution and performance of this Agreement shall be borne by each Party respectively.
| 12. | Severability |
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
| 13. | Amendments and Supplements |
Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.
8
| 14. | Language and Counterparts |
This Agreement is written in Chinese in two (2) originals with each Party having one copy.
[The remainder of this page is intentionally left blank]
9
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.
| Party A: | Tencent Music (Beijing) Co., Ltd. | |
| [Company Chop is affixed] | ||
| By: | /s/ Yang Qihu | |
| Name: | Yang Qihu | |
| Title: | Legal Representative | |
| Party B: | Beijing Yuzhong Entertainment Culture Partnership (Limited Partnership) | |
| [Partnership Chop is affixed] | ||
| By: | /s/ Chen Xing | |
| Name: | Chen Xing | |
| Title: | Authorized Representative of Executive Partner | |
Signature Page of Exclusive Business Cooperation Agreement between
Tencent Music (Beijing) Co., Ltd. and Beijing Yuzhong Entertainment Culture Partnership (Limited Partnership)
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/9/21 | 6-K, SC 13G/A | ||
| For Period end: | 12/31/20 | |||
| 7/14/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Tencent Music Entertainment Group 20-F 12/31/23 162:27M Donnelley … Solutions/FA 4/25/23 Tencent Music Entertainment Group 20-F 12/31/22 181:40M Donnelley … Solutions/FA 4/26/22 Tencent Music Entertainment Group 20-F 12/31/21 196:24M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/04/20 Tencent Music Entertainment Group 6-K 9/04/20 3:169K Donnelley … Solutions/FA 8/27/20 Tencent Music Entertainment Group 424B2 1:924K Donnelley … Solutions/FA 8/24/20 Tencent Music Entertainment Group F-3ASR 8/24/20 7:964K Donnelley … Solutions/FA 3/25/20 Tencent Music Entertainment Group 20-F 12/31/19 193:33M ActiveDisclosure/FA 12/03/18 Tencent Music Entertainment Group F-1/A 14:10M Donnelley … Solutions/FA 11/30/18 Bank of New York/ADR Division F-6 3:309K Tencent Music Entertainme… Gp/ADR Emmet Marvin & Mart… LLP 10/02/18 Tencent Music Entertainment Group F-1 63:14M Donnelley … Solutions/FA |